Under the Engel & Volkers franchise agreement, what duties or obligations survive the termination or expiration of the agreement?

• 17.1 Indemnification: Franchisee agrees to indemnify, defend and hold harmless Franchisor and its subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "Indemnified Parties" and each, an "Indemnified Party") from and against any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising out of or relating to (i) the operation of the franchised Business, (ii) any breach by Franchisee of this Agreement, (iii) any act, error or omission of Franchisee or any of Franchisee's employees, agents or contractors, or (iv) any claim by any third party relating to the franchised Business or the operation thereof. This indemnity will extend to any and all claims arising during the Term of this Agreement, or after the Term if the claim relates to Franchisee's operation of the franchised Business during the Term. Franchisor will have the right to defend and settle any such claim in its sole discretion. None of the Indemnified Parties (including Franchisor) shall be required to seek recovery from third parties or otherwise mitigate their losses to claim indemnification from Franchisee. Franchisee agrees that any failure to pursue recovery from third parties or mitigate loss will in no way reduce the amounts recoverable from Franchisee by any of the Indemnified Parties (including Franchisor). The indemnification obligations of this Section 17.1 will survive the expiration or sooner termination of this Agreement.

• 21.1 Cessation of Business Operation: On expiration or termination of this Agreement for any reason, Franchisee will do the following in regard to the franchised Business:

  • 21.1.1 immediately pay any amounts due and outstanding under this Agreement, plus any interest owed. If such sums are not paid within ten (10) days of the effective date of expiration or termination, interest will accrue, calculated as provided herein. Notwithstanding the foregoing sentence, Royalty payments on Gross Revenue

• from property listings with the Residential Real Estate Brokerage during the Term, that is received, directly or indirectly, by Franchisee or its owners within six (6) months of the date of termination will be due within thirty (30) days of receipt;

• 21.1.2 immediately cease using the ENGEL & VÖLKERS System, including the Trademarks, and Confidential Information;

• 21.1.3 immediately remove the name ENGEL & VÖLKERS®, ENGEL & VOELKERS, E&V® or EV from its business name, if one of those names appears in its business name, and take all necessary action to cancel any assumed name or equivalent registration and any registered user agreement which pertains to the franchised Business and contains or pertains to the name "ENGEL & VÖLKERS" or any other Trademark of Franchisor, or any variant, within fifteen (15) days following termination or expiration of this Agreement. Franchisee must furnish Franchisor with evidence satisfactory to Franchisor of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement. If Franchisee fails to do so within thirty (30) days following the date of termination or expiration, Franchisor may, in Franchisee's name, on Franchisee's behalf and at Franchisee's expense, sign all documents necessary to cause discontinuance of Franchisee's use of the name "ENGEL & VÖLKERS" or any other Trademark or any variant with respect to the franchised Business. Franchisee irrevocably appoints Franchisor as Franchisee's attorney-in-fact to do so;

• 21.1.4 immediately cease using any documents referring to the ENGEL & VÖLKERS System, e.g., advertising texts, advertising materials, printed matter and letterheads;

• 21.1.5 immediately remove all the typical visual features used by the ENGEL & VÖLKERS System for ENGEL & VÖLKERS offices and Residential Real Estate Brokerages;

All representations and warranties of Franchisee contained in this Agreement are complete, correct and accurate as of the date of execution of this Agreement and will survive any termination or expiration of this Agreement.

Accordingly, if this Agreement is terminated for Franchisee's breach before the Term expires, in addition to any other remedies available to Franchisor, Franchisee must pay Franchisor an amount equal to the combined monthly average of Royalty fees, National Marketing and Technology Fund contributions, and any other fees due and payable under this Agreement commencing with the Opening Date through the date of termination, multiplied by the lesser of (i) twenty-four (24) months; or (ii) the number of full calendar months remaining in the Term.

Source: Item 22 — CONTRACTS (FDD page 88)